Washington and Lee law professor Lyman Johnson presented at the annual Fiduciary Law Workshop, held this year at Duke Law School. The Fiduciary Law Workshop is intended to foster broad scholarly interest in the field. The Workshop is open to scholars whose work is historical, doctrinal, economic, philosophical, or empirical in methodology.
Prof. Johnson presented his paper titled “Relating Fiduciary Duties to Corporate Personhood and Corporate Purpose.” He was one of twelve scholars to present during the workshop. From the paper:
Corporate personhood and corporate purpose should be taken seriously in theory and doctrine by taking the corporate entity as a socio-legal institution seriously; that is, as a person distinct from associated persons both in juridical status and in its organizational purpose(s). This should extend into the realm of fiduciary duties as well. Coherence demands that the director duties of care and loyalty run to the corporation, at least with respect to the purpose of the corporation. Delaware’s corporation statute, after all, charges the board of directors to direct the business and affairs of the corporation itself, not those of stockholders. And its formulation of the business judgment rule presumes, likewise, that directors are acting in the best interests of the 99 Gold and Miller (2014) (collection). 35 corporation.
